Spider X Book One: Arachnid
by Maxios20
Summary: In an alternate universe, Peter Parker aka the Spectacular Spider-Man, was born a mutant. At the age of 15, he's sent to Xavier's School for Gifted Youngsters. Contains elements from the movies, cartoons, and the Main Marvel Universe. Rated T for action
1. The Story Begins

Mutant

-noun

1. Also called: mutation, an animal, organism, or gene that has underground mutation

2. A minority of people born with the X Gene, with first surfaces around puberty.

-adjective

3. Of relating to, undergoing, or resulting from change or mutation

The boy was exhausted after swinging a two hours straight to reach the building. He wasn't used to swinging long distances yet. Before today, the longest distance he swung was to the grocery store to buy some milk. Of course, he was very careful about using his powers in public, and was very careful to avoid being spotted. He shouldn't have refused the car ride his Aunt May offered him.

He wasn't really at the building, per say. There was a fence around the grounds holding the building. Past the gate leading to the grounds was a small road, leading to the building itself. The gate was shut. He was really hoping the gate was open, so he wouldn't have to swing-or climb- over it.

_Of course the gates were shut,_ a little voice in his head thought. _It's eight at night. If you didn't stop to use the rest-room in that McDonald's, you probably would've gotten here before they shut the gates._

The boy sighed. He shot a web-line at the top of a tree on the other side of the gate, and began climbing up the web-line. Within seconds, he reached the top of the tree, and jumped down. _They're probably going to wonder how I got past the gate, _the boy thought.

The boy sighed once more, walked to Xavier's School for Gifted Youngsters, and knocked at the door.


	2. First Meeting

Kitty Pryde was walking through the manor, on her way to the kitchen to make herself a sandwich, when she heard the knocking. The knocking surprised her. Normally, it wouldn't have. But this was the first time anyone knocked at eight at night. She went to open the door, and on the other side, was a boy.  
>The boy was skinny, with brown hair and hazel eyes. He wore a blue shirt with a spider insignia on it, and a unzipped red jacket over it. "This is the academy for mutants, right? The safe haven?" the boy said.<p>

"Yeah, this is the place." Kitty said to the boy. "Come in." The boy walked inside the building.

"My name's Katherine Pryde by the way, but everyone calls me Kitty." Kitty said. "What's your name?"  
>"Peter Parker" the boy said. "I just came all the way from Queens."<p>

"Somebody drove you here?" Kitty asked, a curious look on her face.

"I swung here." Peter said. "Is there any place I can sit down? I'm exhausted." Kitty proceeded to point at an arm-chair near a small coffee table. Peter proceeded to sit down in it.

"Swung here?" Kitty asked, a confused look on her face.

"I can shoot web-lines from my hands. I can use them to swing around and grab things." Peter said. "And I can climb on walls. Also, I can detect danger before it happens. Plus, my Strength and Endurance has been slightly enhanced."

"Wow." Kitty said, amazed. "All I can do is pass through walls. I suppose you want to see the Professor, and ask if you can join the Academy?."

"My Aunt May sent him a letter a couple weeks ago, asking if I could join. We just got a letter back yesterday, saying yes." Peter said.

"Any chance you can show me to," Peter pulled out the letter from his pocket, " Boy's Room #7?"

"Of course. It's right across from Girl's Room #7, where I stay." Kitty said. She began walking down a hallway, and motioned for Peter to follow here. Peter got up, and walked towards her.

"Whom will I owe the pleasure of bunking with?" Peter asked, in mock courtesy.  
>"Well, there's Piotr Rasputin. We like to call him Colossus, because he can turn into metal. And there's Samuel Guthrie. He's nicknamed Cannonball because he can fly at Jet Speeds." Kitty said. By now, they were at the door labeled BOY 7.<p>

"This is it." She said. "I'm pretty sure the Professor told Piotr and Sam you'll be bunking with them. If not, well…it'll be a nice surprise." Peter opened the door, and walked into the room.


	3. Nicknames

The room was fairly small, and contained three beds. To the left of each bed was a dresser, and in front of each bed was a small chest. Sitting on one bed was a boy with blonde hair wearing jeans and a flannel shirt, watching a small television. Sitting on another bed was a fairly tall, muscular boy, drawing in a sketchpad

"Ah! You are the new room-mate?" the muscular boy said, looking up from the sketchpad "I am Piotr Rasputin, but I am nicknamed Colossus" He spoke with a thick Russian accent.

"Nice to meet you, Piotr. My name is Peter Parker." Peter said, and he sat down on what he presumed was his bed.

"My name is Sam. Sam Guthrie, but most people call me Cannonball" The blonde boy said.

"It's a pleasure to meet you Sam." Peter said. Peter was exhausted, and all he truly wanted to do was sleep. "I'm so…tired. I just spent the past few hours web-swinging here all the way from Brooklyn."  
>"Web-swinging?" Sam asked a puzzled look on his face.<p>

"I can shoot web-lines from my fingertips, sense danger before it happens, climb on walls, and I have enhanced Strength, Endurance, and Agility." Peter said.

"So, you basically have spider-powers?" Sam asked him.

"You could say that."  
>"That settles it. Your nickname will be Spider-Man." Sam said, grinning.<p>

"Spider-Man…" Peter mused "I like the sound of that."

"I'm called Cannonball, by the way, because I can fly at jet speeds." Sam said.

"And I'm called Colossus because I can turn my body into metal." Piotr said, looking up from his sketchbook once more.

"Cool." Peter said. "I'm afraid this conversation must end now, because quite frankly, I'm exhausted."  
>Peter laid down, and he fell asleep before he could hear Piotr or Sam's response.<p>

*X*

Peter dreamed. He dreamed he was web-swinging in Manhattan at night-time. In the dream, he paused for a moment to look at his reflection in a window. He was wearing a red and blue body suit with a spider-web pattern on it. He was also wearing a mask with one-way lenses for him to see through. He recognized the costume as the one he hand-made a year before for a costume contest

Normally, he would've been confused about why he was in this costume. But, it felt so _normal, _like this was how it was supposed to be. He began web-swinging once more, when in the dream, he heard a police car siren

"Sounds like trouble." He said to himself, and began following the police siren that zoomed by. Within minutes, the police car stopped in front of a bank. Some mad-man burst out of the bank, with his lower half and arms made out of…sand? The mad-man carried bags full of money in each hand.

Peter dropped in front of the mad-man. "And here I was, Sandman, thinking you went straight." He said. "But you're far to crooked to leave a life of crime." He immediantly realized how cheesy those lines were, but put that notion aside.

The Sandman lunged at him, dropping the money bags. His fists turned into a mace, and he tried to hit Peter. Peter jumped away, and rushed towards the Sandman, prepared to strike…

*X*

Peter was woken up by Sam. "Peter, Peter, wake up!" Sam said. "There you go. A package just arrived, addressed to you."

"What about the classes? Shouldn't we actually be doing school right now?" Peter asked, rubbing his eyes.

"Lucky you, you joined when we were on a break. We won't start school again until next week." Sam said. "Come on!"

Sam motioned for Peter to follow, and ran out through a door. Sighing, Peter followed. Soon, they were at the entrance where a very large cardboard package was near the door. Several students, including Piotr and Kitty, were in the room, obviously curious to see what the package contained. Sam sat down in the armchair

Peter noticed that the package was addressed to him, and a taped on note said it was from his Aunt May. Peter quickly tore open the package. Inside was some of Peter's clothes, a couple of books, his lap-top, and his chemistry set. Unfortunately, the test tubes that came with the set were broken. There was also something else, the costume from the dream, the one Peter made all by himself for a costume contest.

The students peered into the box's contents, and then, no longer curious, left the main room. "Nice to see you again, Pete." Kitty said, before leaving.


	4. Of Costume Contests and Brocks

After everyone else left, Peter lifted up the package and took it to his room. He proceeded to put his clothes' into his dresser, and everyone else into the chest. Peter proceeded to leave his room and then, curiosity over-taking him; he began wandering around the grounds.

The manor was very spacious. Peter, who grew up in a small two-story house, was amazed by its size. As he was turning a corner, he bumped into another boy. The boy had reddish-blonde hair, a sour expression, and blue eyes.

"Sorry." Peter told the boy. The boy gave him a dirty look, and walked past Peter. "You wouldn't happen to know where the cafeteria is, would you? I'm getting pretty hungry"

The boy paused, sighed, and said "We don't have a cafeteria. There's a kitchen, where you make your own meal. It's past the door on the left from the elevator. You DO know where the elevator is, right?"

"Yes." Peter said flatly. He realized that this boy had a sour disposition. The elevator was three doors down from his bedroom, but nobody told him the kitchen was next to it. Peter backtracked to the hallway that his bedroom was connected to, and entered the kitchen. Sam was sitting in a table in it, eating a bowl of cereal.

"Hello, Sam." Peter said, opening one of the three refrigerators in the kitchen. He proceeded to take out a gallon of milk. Peter then got down a bowl and a cereal box, and began making his breakfast.

"Hello Spidey." Sam said.

"Spidey? What happened to Spider-Man?" Peter said, sitting down at the table to eat his breakfast.

"You got to admit, Spidey sounds better then Spider-Man." Sam said.

"And Jet-Kid sounds better then Cannonball." Peter said with an obvious tone of sarcasm. "If it wasn't for this kid with red-yellow hair, I'd probably still be wandering the mansion. The guy didn't seem to happy to have to stop and give me directions though."  
>"Sounds like you met Eddie Brock. Brock's always annoyed about something. He has a photographic memory and selective hearing, you see He's jealous that other students can fly, or have super-strength, or something else that's cool. Instead, he got some of the worst powers ever. I heard him once tell someone that the powers would be perfect if he wanted to be a journalist, but instead, he wants to be a photographer." Sam said.<p>

"Well, photographic memory would have its uses." Peter said. "After all, because of that power, Brock can never lose something or forget a lesson in school."

*X*

_Dear Aunt May,_ (Peter wrote)

_I think I'm going to like it here. The mansion is huge, a lot bigger then our house in Queens. I've met my bunk-mates, Sam and Piotr. Since I joined when the school is was on a vacation, I won't be taking any classes until Monday._

_Sam gave me a tour of the school, except for the basement floor. When I asked him why, he said that the basement area was normally off-limits for students. I managed to talk Piotr into drawing a picture of me (He's a really good artist). I photo-copied it, and put the copy in this letter._

_Tomorrow (Wednesday, in case you get this letter past it) the school's going on a trip to New York. I might be able to see if the Professor will let me go to the Costume Contest while everyone else is going to Central Park I entered a couple weeks ago. If so, I'll be wearing the costume I made a year ago. I'll let you know how it works out._

_Alas, it's getting kind of late now, and Sam's starting to complain about me having the lights on to write this as he's trying to sleep, so I have to go right now._

_Love, Peter_

_PS: Thank you, for sending me my things._

*X*

The next day, Peter woke up early to get ready for the trip. Afterwards, he began looking around the manor for the Professor's office, so he could ask about the Contest. After five minutes finally found a door with PROFESSOR XAVIER'S OFFICE written on it. Cautiously, he knocked on the door.

He suddenly heard a man saying _Come in._ But the noise came from nowhere, as if it was in his own head. Peter heard that the Professor was a telepath, so this was expected, but it will still a little shocking.

Peter opened the door to the office. The office was rather small, with two windows, a file cabinet, and a desk. Sitting at the desk was a bald man in a wheel-chair, sorting through letters.

"Sorry to interrupt you Professor, but I have a question." Peter said, nervously.

"It's no problem, Peter. I sensed you were coming." The Professor said.

"I know that the school is going on a trip today, to Central Park. I was wondering if, while everyone else is there, I can attend a Costume Contest. The Contest is only two blocks away from the park, by the way." Peter said.

"It's alright. You can go to the contest." The Professor said. "We'll be leaving in thirty minutes, and if things go according to plan, we'll reach Central Park by 1 PM. We'll be leaving at 3. If the contest goes past 3, you won't be able to attend."  
>"The contest starts at 1:10, and will be over by 2:45." Peter said. "Thanks, Professor." Peter proceeded to leave the office. By now, most of the students were up and dressed, and were eating breakfast. Peter went to his room, which was empty. It seemed that Sam and Piotr went to eat breakfast. Peter grabbed his costume, and left to go eat.<p>

*X*

There were four school buses to take the students to the Park. Peter entered the first one, and obtained a seat in the back of the bus. Kitty took the seat to his left, and Sam to his right. Piotr, who was running a bit late, boarded the third bus.

The bus-ride was very uneventful. Peter told Sam and Kitty how the Professor agreed to let him go to the Costume Contest, and how he was going to use the costume in the package.

At 1:03, the buses arrived at the park. Peter said goodbye to everybody else, and walked over to the building where the contest was going to be held. A sign said the time the contest would begin had begun earlier then planned, and was now over.

Peter sighed, cursing his bad luck. And then, he heard the explosion.


	5. Shocking

The explosion came from a bank across the street from the building where the Costume Contest was held. Nearly the entire front of the bank was gone, replaced by a large hole. Out of the hole came a man in a yellow and brown cloth costume. The man also wore a yellow and brown mask with hoes cut out to see through.  
>The man had some kind of gadget on his wrists with a button for each gadget on the palm of each of his hands. Behind the man came out three bank-robbers with black ski masks, and the robbers carried bags filled with stolen cash.<p>

Already, police cars were on the scene, but they didn't stay long. The costumed-man a fist with his left hand, hitting the button on it. The gadget activated, and shockwaves were produced from it, sending a police car flying backwards.

Peter watched in a sort of horrified fascination. The masked man did the same thing with his right hand, and another shockwave was produced, sending a police car flying backwards into a empty grocery store.

_Peter, _he thought, _this the stupidest thing you're ever going to do._ Peter realized the police were powerless to stop the man with the shockwave gloves, the Shocker. The only person who could stop him was someone who could dodge the blast, someone who could sense the blasts before it happens. _And that person is me_, Peter thought. He ran into a nearby alley, and hid behind a dumpster.

Quickly, he put on his costume, the Spider-Costume as he thought of it because of the web pattern on it. _I gotta make a cool-looking entrance, like Batman. Of course, there isn't any glass ceilings I can crash through._

Peter climbed up onto the rooftop of the building where the costume contest was held, and shot a web line at the bank. He swung down, landing in front of the Shocker.

"I don't know if you've heard, buddy, but they recently made a law saying you can't rob banks." Peter said.

"I don't know who you think you are, kid. I'll give you one chance: leave now, or you'll feel sorry." The Shocker said. Something about his tone let Peter know he meant what he said.

For a moment, Peter considered going, but he decided against it.

"A wise guy, huh?" Shocker said. "It's time someone taught you some manners!" Shocker activated both his gadgets at once. Peter knew Shocker was going to do it a second before the thought came to Shocker's mind. By the time Shocker clicked the buttons, Peter was already dodging it,

"I don't know how you did that, punk, but you won't do it again." Shocker said. Shocker tried the gadgets again, but Peter dodged it once more. Peter jumped behind Shocker, and kicked his back. Shocker flew forwards, landing on the street. Shocker struggled up to his feet.

"You got guts. Too bad they'll be splattered across the street when I'm done with you." Shocker said. "Boys, drop the money. It's time we teach the little acrobat some manners." The thugs dropped their bags, and started punching Peter. Too bad the thugs had glass jaws, because each went down after one hit from Peter.

It was then Shocker started getting a little nervous. He heard on the news about mutants, about people born with special powers. Could this kid in the costume be one of them? Peter shot a web line at Shocker. The web line hit Shocker's chest, and despite Shocker's attempts to rip it off, was stuck there. Peter pulled the web-line towards him, sending Shocker right into the path of Peter's punch.

He was knocked out instantly.

It was now that policemen started arriving.

"I don't know how you did it, kid, but you just captured one of our most wanted. Herman Schultz is a wanted man. In the past month he's robbed over twelve banks, and stolen over five million bucks. You're a hero, kid." One of the Police-man said.

"I don't know about that." A rookie cop said. "I'm pretty sure that constitutes at vigilantism."

"Nonsense." The older Police-man said. "This lad was just being a good Samaritan. The only reason he's wearing a costume is because of that costume contest."  
>"That's right, sir." Peter said. "I fear I'll have to be going now."<br>"Wait!" The older Police-Man said. "The media will want a name for you. They always do. What do you want it to be?"  
>Peter paused for a moment and thought. Under his mask, he smiled. "Spider-Man. I'm the Spectacular Spider-Man."<br>"Whatever you say, kid." The older Police-Man said. Peter went back to the alley, changed into his normal clothes, and went back to Central Park to rejoin the others.


	6. Secrets

"Back so soon?" the Professor said upon seeing Peter.

"The Contest is over. They changed the time it started, and ended." Peter said, with a tone of sorrow.

"They should've let you know." Sam said, walking towards Peter.

"They probably called my Aunt's house, but she told me a week ago she was going to see a friend today, Anna Watson." Peter said.  
>Peter looked around the park. The other students were walking around, and Peter caught a glimpse of Eddie talking to Kitty. A man wearing glasses with red lenses and a woman with green eyes and long red hair were sitting at a table talking. Peter remembered seeing them at the school earlier. He believed the man was named Scott, and the woman Jean. Peter also saw a woman with long, white hair watching the younger students. Peter remembered hearing that the younger students liked to call her Storm.<p>

The rest of the day at the park was fairly peaceful, aside from a small argument broken out between a couple of the young kids. The students ate a packed lunch that compromised of a bottle of water, a small bag of potato chips, and a turkey sandwich. At three, as planned, the students entered the buses and left to head back to the school.

Back at the school in one of the several rec-rooms (There had to be several due to the large amount of students), Sam watched the television while Peter and Piotr played foosball.

Sam, who was flipping through the channels, paused on the news channel for a moment. "Pete! Check this out!" he suddenly said. Peter turned to look at the television, where there was an image of him in-costume shooting a web at Shocker.  
>"This image was taken by a bystander earlier in the day, during a bank-robber by Herman Schultz, also known as the Shocker, was foiled by a young teenager in costume. The teenager possessed unnatural agility and strength, as well as the ability to shoot web-lines from his wrists. When a police officer asked his name, the boy referred to himself as The Spectacular Spider-Man. The boy promptly swinged on a…web-line to a nearby alley, and was not seen again. It's highly suspected that the boy was a mutant, or had some sort of advanced gadgetry on him." The Reporter said.<p>

Peter laughed nervously. "Talk about a coincidence. A teenager, wearing a costume just like mine, with powers similar to that of a spider, who referred to himself as Spider-Man. What are the chances?"  
>Sam gave Peter a look clearly stating "Don't lie to me". Peter sighed. "Alright, alright. It was me."<br>"And you used the nick-name I gave you without permission." Sam said, stone-faced. Peter couldn't tell if Sam was joking, or being serious.

"Congratulations _comrade_, you're a hero." Piotr said.

"You stopped a bank-robbery, on your own. Even though it was totally reckless, and you could've gotten yourself killed, it is pretty cool." Kitty suddenly said. Peter looked, and saw her standing on the doorway.

"Shocker, as I like to call him, destroyed two cop cars before I intervened. I was pretty nervous, but I hid it by making jokes. I knocked out his goon's pretty easily, then I knocked out ol' Shockie by bringing him towards me with a web-line, right into my fist." Peter said, proudly. "It's kind of nice, knowing I did something good. It almost it felt like it was meant for me."

"Punching out guys named Herman?" Sam joked.

"Stopping crimes. Protecting the innocent. That sort of thing." Peter said. "This wasn't the first time I captured a villain."  
>Kitty shut the door and sat down.<p>

"It wasn't, _comrade_?" Piotr said.

"My Uncle Ben was…killed before I joined. I put on the same costume because I didn't want anybody to find out who I was, and followed police-cars to the warehouse the killer was hiding out in. I tied him up using my webs, and left before the police even knew I was there." Peter said.  
>"That's horrible, about your Uncle being killed." Kitty said.<br>"After my parents died, my Uncle Ben and Aunt May took me in, and raised me like I was their own. They didn't even care when I first discovered my powers; they were proud of me. After I caught the crook, Aunt May thought it was the best that I went here. She wrote a letter to the Professor asking if I could join, and he said yes." Peter said.

"I was from Russia." Piotr said. "The Professor came to my house one day, and told my parents about the school. They knew it was for the best, and sent me here. My parents think that my little sister could be a mutant too, but it's to early to tell."

"I'm from Illinois. My family doesn't know I'm a mutant." Kitty said. "One day they got a letter from the Professor, saying that this would be a good school for me. They sent me here right away."

"I'm from Cumberland." Sam said.

"Like in Dr. McNinja?" Peter asked him, smiling wryly.

"Nothing like it." Sam said, seriously. "My mom died, and my dad raised me. Then he was killed in a mining accident, and the Professor found me."

"That's horrible." Peter said.

"Peter, I don't think you should tell anybody else about stopping Shocker." Kitty said suddenly. "It should be a secret. After all, if the Professor finds out, you might get in trouble."  
>"Alright. You, me, Sam, and Piotr will be the only ones who know." Peter said. "Nobody tell anybody else about it."<p>

*X*

The Kingpin of Crime looked out the window, in the top floor of the skyscraper he lived in. Suddenly, he heard footsteps. An uneasy looking man with a fedora ran up to him. "Sir! It's Schultz! He's been-"  
>"Captured, I know." The Kingpin said. "The millions he stole for us…all gone."<p>

"And they say it was a kid who stopped him. Just some mutant kid in a costume." Fedora said.

"It doesn't matter, now." Kingpin said. "Project: Rhino is complete. They've finished bonding the suit to Aleksei. He's a living weapon."

"What will you do with him, sir?" Fedora asked.

"The question is, Fedora, what can't we do with him?" The Kingpin said. "We can use him as an assassin, to kill rival crime leaders. Or we can use him as a method to spread chaos in the streets. We could even use him to rob banks."  
>Fedora took off the hat that he was nicknamed after. "But, what if he's stopped to?"<br>Kingpin turned away from the window to look at Fedora. "You've been my second-in-command for three years, Fedora. You should know by now that we're unstoppable."  
>"But sir, you said the same thing about Shocker and those gadgets of his!" Fedora said.<p>

"I grow weary of your presence. Leave the room, Fedora." Kingpin said. Fedora complied to the crime-leader's wishes.


	7. Mutant Haters

Peter dreamed. He dreamed he was in a small clearing in a forest. A gigantic Black Widow Spider was in front of him, and there was the noise of drums beating. A lone torch provided light in the darkness. In his hands, Peter held a large crystal.  
>"Look into the crystal, my child." The Spider spoke. The Spider spoke with a deep, booming voice. Peter looked down at the crystal, where there was a single image. The image showed the spider-costume.<p>

"That is your destiny, my child." The Spider said. "You are the living embodiment of the spider. It is your duty to protect the innocent. The noise of the drums beating grew louder. "There will be those who oppose you. The Hunter, the Magnetic, the Reptile, the Bird, the King, the Electric, the Horned, the Illusion, the Bloodrinker, and the Parasite will be among those you face. But remember, you must never give up hope."  
>"I…I understand." Peter said.<p>

"It is your duty. Remember that, and never loses faith in justice." The Spider said. The noise of the drum beating grew to be deafening.

*X*

"Peter! Peter! Wake up!" Piotr said, shaking Peter. Peter woke up, fully remembering the dream.

"Jeez…what is it, Piotr?" Peter looked over to the clock on his dresser. "It's midnight.."  
>"We're under attack." Piotr said. "The school is under attack."<br>Peter bolted out of bed. "Who's attacking?" he said.  
>"Mutant haters." Piotr said, grimly.<p>

"How'd they find us?" Peter said. He put on his costume, except for the mask.

"They followed the buses." Piotr said, grimly. "They waited until we were asleep to attack! Come on! We don't have any time to waste! The children…they're in danger!"

Peter ran out the door before Piotr finished his sentence. He smelled smoke. _They're trying to burn down the school, _he realized. He felt a tingling sensation in his head, letting him know danger was imminent. He jump upwards suddenly, latching onto the roof. A teenager with a wooden plank ended up smashing the ground instead of his original target…Peter.

Peter dropped down, and punched the would-be attacker, sending him flying down the hall. Piotr ran out of the bedroom, heading down a hallway leading to more bedrooms. Peter dashed down the hall to the entrance, passing the KOed attacker. Students were running all over the place in panic, all in their pajamas.

_I have to find the others_, Peter thought, _I got to find Kitty and Sam, I have to make sure they're all right."_

Peter turned around to see a man with a torch, trying to light the walls on fire. "Didn't your mother ever teach you not to play with matches?" Peter said. He shot a web-line at the torch, and pulled on the web-line. The torch flew out of the man's hand, into Peter's. "I REALLY suggest you go. Now." Peter said. The man took a couple steps backwards, and fled.

The kids were screaming, panicking. "Calm down! Everything's going to be okay! Everything's going to be okay, I promise!" Peter told the young kids. "Follow me!" The obedient young kids began following Peter as he ran down another hallway, looking for Sam and Kitty. He ended up crashing right into Sam.

"There you are! I've been looking for you!" Peter said. "Have you seen Kitty anywhere?"  
>"Yeah. I saw her passing through a wall to escape some of the attackers." Sam said.<p>

"Come on! We have to find her!" Peter said, beginning to continue going down the hallway "Have you see the Professor anywhere, or any of the adults?"

"I saw Jean and Scot fighting a group of the attackers. I don't know where Storm or the Professor is." Sam said, running behind Peter. The young kids were still following them. They turned a corner, only to find a group of attackers.

Peter rammed into them, and burst into a flurry of punches. Within seconds, the attackers were knocked out. Peter turned to look at Sam, who had a shocked expression. "Come on!" Peter said, and began running down the halls again. He paused suddenly, remembering the dream.

"Sam, take the kids outside. It's too dangerous for them to be in here." Peter said. Sam nodded, motioned for the children to follow him, and headed back to the entrance. All of the sudden, Kitty fell through the ceiling. Peter looked up, expecting a hole. There wasn't one. Then he remembered what Kitty's power was.

"Kitty, are you alr-" Peter began.

"I'm fine." Kitty said. "I was trying to find you or Sam or Piotr upstairs, only to be cornered by some attackers. So I used my power to fall through the floor."  
>"Alright." Peter said, unleashing a sigh of relief. Suddenly, he heard the Professor's voice in his head.<p>

"The danger is gone. All of the attackers have either fled, or are unconscious." He heard.

"Did you hear that too?" Peter asked Kitty.

"Yeah." She replied.  
>"All students, head to the Main Room." Peter heard the Professor saying, in his head. Kitty nodded, showing she heard that as well.<p>

They ran to the entrance, where the others were, even the students Sam took outside. It was seriously crowded, with little space for anyone to enter the crowd. However, Peter and Kitty managed to enter it.

The Professor sat in his wheelchair in front of the crowd. Jean, Scot, and Storm were at his side. "Is everyone alright?" he asked, concerned.

Everyone in the crowd said yes. "Good." The Professor said. "Everyone go back to bed. Tomorrow we'll begin repairing the damage."  
>"I don't know how we'll sleep now, after everything that happened." A student next to Peter mumbled to himself. But, the students complied to the Professor's wishes.<p>

*X* 

When Peter awoke the next morning, he found the majority of the other students working on repairing damages, like fixing holes in the walls, or picking up rubble.

"Come to my office, Peter." Peter heard the Professor say in his mind. Peter found his way to the Professor's office, and entered it.

"Some of the students, particular the young ones, told me you helped protect them. They also said you knocked out numerous attackers." The Professor said, sitting in his wheel-chair in front of the desk.  
>"Yes sir. I felt it was my duty to make sure the young kids were alright." Peter said.<p>

"You did a great thing, Peter. Students older then you panicked and fled the mansion. But you stayed to find your friends and protect the innocent." The Professor said.

"Am I in trouble, Professor?" Peter asked.

"Far from it, Peter. When students graduate, after they've honed their abilities, sometimes they are given the option to join the X-Men. The X-Men is a small group dedicated to protecting people and mutants from those who would harm them." The Professor said. "For those not old enough to join the X-Men, there is a junior team. They are X-Men in Training. They do missions not important enough for the X-Men to do, or do missions when the X-Men are away. Last night, you showed the courage and dedication to protecting the innocent needed in the X-Men or Junior X-Men. I want you to join the X-Men-in-Training. What do you say, Peter?"

"Count me in." Peter said. "Do we have to wear some sort of uniform, because I'd really like it if I can wear the Spider-Costume."  
>"You'll have to tailor the Spider-Costume a little bit, Peter, but yes, you can wear it." The Professor said. "Kitty and Piotr are already on the team, by the way."<br>"Good. So, when do we go on a mission?" Peter said, smiling.

"Right now." The Professor said, smiling wryly. "Follow me." The Professor exited the room, and Peter followed. The Professor headed to the elevator, and entered it. Peter entered it as well.

"Have you ever seen the basement, Peter?" the Professor asked, and the elevator going down.


	8. Training

Soon, the elevator stopped and the door opened. The Professor, in his electronic wheel-chair, exited. Peter followed.

"This really doesn't look like a normal basement." Peter said suddenly. The walls were made of steel, and there were hallways everywhere. Peter began following the Professor. The Professor stopped at a circular silver door marked "THE YOUNG X-MEN". The door slid open, by itself, and the Professor and Peter entered the room.

The room was somewhat small, with a long wooden table, a couple filing cabinets, and a globe. Sitting at the table was Kitty, Piotr, and two other students Peter didn't recognize.

"Hello Professor." The students all said at once. They all looked over Peter, in the same way a snake looks over a mouse.  
>Peter heard assorted whispers from the others including "Who's the new kid?" "I think I saw him last night, defending the children". He even heard Kitty whispering "What's Peter doing here?" to Piotr.<p>

"Peter's here to fill the void left by John Proudstar." The Professor said.

"Sir! You can't just replace Proudstar like that!" A girl with blonde hair and blue eyes said.

"And here I was, Amara, thinking you didn't like him, after you once told me you thought he was a rude moron." Kitty said.  
>"John sacrificed himself to defeat a nefarious villain!" The girl argued.<p>

"The point is, this is your new teammate." The Professor said. "His name is Peter Parker, and I know some of you already know him. I believe now would be a good time to introduce yourselves."  
>"My name's Julian Keller." a boy with black hair asked.<p>

"My name's Amara." The girl with blonde hair said.

"You know me already." Piotr said.

"Ditto." Kitty said.  
>"Well, what can he do?" Julian asked the Professor.<p>

"He can show you." The Professor said, smiling. "I believe now would be a good time for a training session. Follow me, to the Danger Room."

The Professor left the room, and everyone followed.

"The Danger Room?" Peter whispered to Piotr as they were walking.

"It's where we train." Piotr whispered back. "It can simulate any environment imaginable."

Soon, they reached the door leading to the Danger-Room.

"We will be using Training Session Alpha-Droid." The Professor said, using a computer near the door. The door opened that led to the Danger Room, and the other students entered it. Peter followed. The Danger Room was a large room, with the same steel walls present in other rooms in the basement-floor.

"Combat Exercise will begin in three...two…one." A monotone voice said. As soon as the voice reached one, robots began pouring in from all sides. "Exercise will end after three waves of robots are defeated."  
>The robots charged the small group from different directions. The robots were unarmed, and attacked the various members.<p>

At of the corner of his eye, Peter saw Piotr turn the steel and fend off some of the robots. He also saw Julian use some sort of telekinesis to lift up a robot and smash it into his comrades. He also noticed Amara fire an orb of a fire-like substance at one of the robots.

Peter jumped into the horde of robots charging at him, and begin fighting the swarm. The robots punched at him, and the blows stung. The pain didn't matter to Peter, all that mattered was defeating the robots.

He punched at the horde, sending 'bots flying backwards. "Is that the best you can do?" Peter taunted the robots. "You're old, rusty, buckets of bolts. I've seen refrigerators from 1920 that looked better then you do."  
>By now, the horde of robots that surrounded him was gone, replaced by smashed robots. He looked around, and saw that the robots the others were fighting were defeated, as well.<p>

"Wave Two beginning in three…two…one." The monotone voice said. More robots appeared, a lot more then there were in the first wave. The robots attacked the group, and Peter and Piotr fought back-to-back. Soon, when the horde was smaller, the small group dispersed to fight individually.

Peter shot a web-line at one of the robots, wrapping it around its chest. Peter spun around; flinging the robot around the room like it was on a Ferris Wheel. Peter let go, and the robot smashed into its brethren.

Peter charged into a small group of robots, and easily destroyed them. A robot tried to attack him from behind, but Peter did a back flip, landing behind the bot. Peter kicked the robot's back, smashing it into the wall.

"And that's how we do it in Queens." He said, catching his breath.

"Boss Wave beginning in three...two…one." The Monotone Voice said once more. The team regrouped in the center of the room. A gigantic robot suddenly appeared, with missile launchers.  
>The robot fired three missiles at the group. Julian caught one of the missiles in mid-air, using his telekinesis, and threw it back at the robot. The ensuing explosion made it stagger backwards.<p>

Kitty phased through a missile that would've hit her. The missile hit the wall, injuring nobody.

The last missile missed the group, but the ensuing explosion was close enough that Peter was sent flying into a nearby wall.

"I'm okay! I'm okay! I'm pretty sure I broke a rib or two, and I _may_ have a concussion, but I'm okay." Peter said, stumbling away from the wall. Regaining his focus, he shot a web at a newly-launched missile, catching the missile in mid-air. Using the same technique he used on a robot, he spun the missile around the room before letting it go. The missile smashed into the robot, knocking it down, much to Peter's pleasure.

"I think now would be a good time to finish this." Peter said. The group rushed at the robot. Piotr began beating it in his steel form, Amara fired orbs of fire at the robot, Julian used his telekinesis to rip parts off of it, and Kitty began ripping out wires from an area exposing the insides of the robot. Peter leapt onto the robot, and began punching it repeatedly.

Within moments, the monotone voice said "Boss defeated. Training session, over." The robot's bodies vanished. "That was fun." Peter said, sitting down near a wall. " It was exhausting, but fun."

"In that case, maybe the Professor could run the exercise again." Julian said, showing no signs of exhaustion.  
>"You guys wanted to see my powers." Peter said. "I think you've seen enough of them…for the rest of the year."<p>

"Get used to that feeling of exhaustion." Julian said, smirking. "Because as long as you're in this team, you're going to experience it every second of the day."


	9. Proudstar

((This is a rather short update, compared to previous ones))

For the next six hours, the small team did various training exercises. These exercises varied from combat exercises (similar to the one run earlier), working together as a team, and a final exercise involving the team fighting foes, highly out-numbered against superior forces, in an abandoned factory (the exercise was narrowly won). By the end of all the exercises, Peter was thoroughly exhausted and bruised.

He couldn't wait until tomorrow, when they would do it all again.

Peter, Kitty, Piotr, and Amara relaxed in one of the rec-rooms. Julian was elsewhere, training on his own time. Piotr and Amara were engaged in a particularly exciting game of foosball. Peter sat on a couch, reading a book, while Kitty sat near him, watching the television.

"Hey Kitty, I have a question." Peter asked, looking up from his book.

"Yeah?" Kitty said, turning away from the television to look at him.

"Who was John Proudstar?" Peter asked.

Kitty suddenly looked uneasy. "He was your…predecessor."

"What happened? Did he graduate and join the X-Men?" Peter asked, already expecting a different answer.

"He's dead." Kitty said. "As a doornail."  
>"What…what happened to him?" Peter asked. Piotr and Amara stopped playing foosball to watch the conversation, grim looks on their faces.<p>

"He sacrificed himself to capture a notorious villain. He jumped onto the small plane to capture this man named Count Nefaria. The plane crashed. We found John…dead, but we couldn't find Nefaria, dead or alive. We think he died in the crash, and he was burned to ash by the explosion following said crash, but there's still a chance he might be alive, in hiding." Kitty said.

"That's horrible!" Peter said, shifting on the couch uneasily.

"He had no living relatives, nobody to take the body. We buried him on the grounds." Kitty said.

"Did the other students know how he died?" Peter asked.

"As far as they know, he was killed in a car accident. Nobody other then us, the Professor, and the X-Men know what really happened." Kitty said. "The existence of the X-Men is a heavily guarded secret; so is the existence of the Young X-Men."  
>"Does that…happen often?" Peter asked. "I mean, do X-Men or Young X-Men get…killed often?"<br>"It's a rare thing when it happens. I don't really feel comfortable talking about this." Kitty said, turning back to the television. Piotr and Amara's foosball game began again.

*X*

Peter dreamed. He dreamed he was in a cage marked SPIDER-MAN, at a carnival. People gathered around the cage he was in, and laughed at him. In the crowd around the cage, he noticed his team-mates, his Aunt May, even his Uncle Ben.

And then the dream changed. Now he was in the Spider-Costume, on top of a bridge, fighting, a maniac in a goblin costume on some sort of glider stood in front of him. "You killed her, Goblin!" Peter yelled in rage. "You killed the girl I loved!"  
>The man in the goblin costume only laughed, and took something out of a bag he was carrying. It looked like a small jack-o-lantern, and the man threw it at Peter. Peter instinctively dodged it, and when the jack-o-lantern hit the ground, it exploded. The man on the goblin glider turned, and began fleeing.<p>

"Run while you can, Goblin!" Peter yelled. "I'll track you to the ends of the Earth if I have to! I'll make you pay for what you did!"

*X*

Peter awoke in his bed-room, drenched in sweat. It was just a dream, no, it was a _nightmare_. He looked around the dark room, and heard Piotr snoring. Peter sighed, and did his best to fall asleep again.

He only narrowly succeeded. When he woke up the next day, he had no memory of waking up in the middle of the night, and he didn't have any memory about the nightmare. When he got out of bed, he discovered a small package in front of his bed. A note on it said it was from the Professor, and was a gift. Peter opened it up, and inside, was a brand new version of the Spider-Costume. Beneath the costume was a new version of the Mask.

There was two differences from the original costume to the new one. The first difference was the blue sections of the costume were replaced with black sections. The second difference was that the Spider-Emblem that was on the chest of the costume was replaced with a new emblem: An X in a Circle.

The Mask was also slightly different. Before, the Spider-Web pattern on the costume was not on the mask. But now, it was. Peter had to admit, this new costume was a lot better then the old one Peter hand-made. And then, he noticed a small note taped onto the costume.

TRAINING BEGINS AT 9 AM

Peter looked over at the clock. It was 8:55. Cursing, he quickly put on the new costume, then ran out of the bedroom. He scrambled down the halls He ran to the elevator, and headed down to the basement. Quickly, he scoured the basement until he found the door leading to the Danger-Room. Near the door was the Professor, near a computer that he used to activate the various training exercises. Peter said allow, then ran down the stairs to it, to find the other members of the team in it, in black and yellow jumpsuits with the X in a Circle emblem on their chests.

"You just made it. It's 8:59." Julian said, looking over Peter's new costume.

"Why does he have a different costume?" Peter heard Amara whisper to Kitty.

"It's a tweaked version of one he made a year ago." he heard Kitty whisper back.

The Professor's voice came over the loudspeakers. "The Training Exercises will begin in one moment. We'll be doing a new exercise today, one where you don't fight robots or villains. You will fight duplicates of yourselves."

"I call Julian's clone, to fight!" Peter said to the others.

Julian glared at him. "You can't call which clones to fight!"  
>Peter smiled. "Fine then. I'll just have to beat him before someone else does."<p> 


	10. Duplicates

"Training Exercise beginning in three…two…one." The monotone voice said. As soon as it hit one, the duplicates spawned. The duplicates wore red jumpsuits; a feature added in by the Professor to make sure people could tell who the duplicate was. However, Duplicate Peter wore a jet-black version of Peter's uniform.

Immediately, the Duplicates attacked. Duplicate Peter charged at Julian, Duplicate Amara attacked Kitty, Duplicate Piotr attacked Piotr, Duplicate Kitty attacked Amara, and Duplicate Julian attacked Peter, using his telekinesis to lift Peter up, only to smash him into the floor. "Hey! This is a new suit! If this thing gets any holes, there will be nowhere on Earth you can hide from me!" Peter said, being lifted up once more. Peter fired a web-line at Duplicate Julian. It hit his chest, and stuck. Peter tugged on the line, and Duplicate Julian flew into the air; losing his focus in the process. Peter fell to the ground, and was horrified to see Duplicate Julian was still in the air…flying.

"Okay, this could be a problem. How come nobody told me Julian- or his duplicate- can fly?" Peter said. Duplicate Julian lifted him up in the air again, and threw him across the room.

"I'm okay! I'm okay!" Peter said, getting back up on his feet. Peter noticed a large gash on the costume, from the elbow on his left arm to the hand. "Good job, punk. You just made my day." Peter fired a web-line from each hand, each hitting a wall. Peter took a couple steps backwards, and allowed himself to be sling-shotted into the air. He rammed himself into Duplicate Julian, and the two fell to the floor, landing with a loud crashing noise. The two combatants got back up on their feet, and began punching at each other.

*X*

While Peter and Duplicate Julian engaged in close-range combat, Julian wasn't faring as well against Duplicate Peter. In the beginning of the battle, Julian had the upper hand against Duplicate Peter. But then, Duplicate Peter unleashed a barrage of webs against Julian, sticking him to a wall. While Julian struggled to break free, Duplicate Peter pummeled him with punches. "I could use some help over here!" Julian yelled.

*X*

Peter unleashed the final, devastating blow against Duplicate Julian. The punch not only knocked out the duplicate, but it also sent him flying across the room, into a wall. And then he heard Julian yelling. Peter leaped across the room, and tapped his evil twin on the shoulder. Duplicate Peter turned around, and Peter punched him in the face. While the duplicate was stunned by the blow, Peter quickly ripped off the webs trapping Julian.

"You're welcome." Peter said, before jumping across the room again to see how the others were doing.

*X*

Julian lifted up Duplicate Peter using his telekinesis, and smashed him into the ceiling, and then into the floor. He repeated the process several times before dropping the duplicate. Duplicate Peter fell to the floor, unconscious.

*X*

Kitty, step by step, got closer to Duplicate Amara. Kitty had to stay in intangible form to avoid the fireballs hurled at her by Amara. Soon, she reached the duplicate, and punched her, knocking the duplicate to the floor. The duplicate got back up and said something in a language Peter did not know but suspected was Latin.

The Duplicate punched Kitty, only for her fist to pass right through her. Kitty laughed, and walked through the Duplicate before turning tangible. Before Duplicate Amara could turn around, Kitty kicked her, knocking the duplicate to the ground. Kitty kicked her, causing the Duplicate to roll over. Duplicate Amara fired two fireballs; both of which hit Kitty before she could enter intangible form. Kitty fell to the floor, and Amara prepared to fire a barrage of fireballs at her when…

"Time for me to step in." Peter said, firing a web-line at Duplicate Amara. He pulled back, causing the Duplicate to fly backwards The Duplicate landed on the floor with a satisfied crashing noise.  
>The Duplicate struggled to get on her feet, before passing out. "Thank you, Peter, for helping me." Kitty said.<p>

"No problem. That's what I do, I help people." Peter said. "I'm the Spectacular friggin' Spider-Man, after all."

"I probably could've phased before the blasts hit me, though." Kitty said. Peter only barely heard this as he leaped across the room once more.

*X*

Piotr, in steel-form, lifted up his Duplicate, who was also in Steel Form, and triumphantly smashed him on the floor. The Duplicate changed back to normal form before passing out. The only Duplicate left now was Duplicate Kitty.

*X*

Duplicate Kitty stayed in intangible form, as it was the only way to avoid the barrage of steel punches, karate chops, webs, and thrown rubble. "Smart girl. As long as she stays like this, we can't beat her." Julian said.

"Maybe if we pretend to have forgotten about her, she'll turn back to normal." Peter suggested.

"I can hear you, you know!" Duplicate Kitty said, obviously offended.

"Huh. I didn't know the duplicates could talk. I thought they could only roar and curse in Latin." Peter said.

"Your duplicate talked, Peter." Julian said. "I couldn't get him to shut up, in fact."  
>"Just like the real thing." Amara said, chuckling.<p>

Duplicate Kitty took a couple steps backwards, turned to tangible form, and began running to the exit. If her AI had been perfected, she would've staying intangible as she fled. But alas, it was not. She only made it three steps before she was hit by a barrage of webs, fireballs, and thrown rubble. She fell unconscious.

"Training Exercise over." The monotone voice said. The unconscious bodies of the Duplicates vanished.

"Well done, Young X-Men." The Professor said, coming over the loudspeakers. "Well done, indeed. That will be it today for training, you're probably all exhausted from that battle, and you deserve time to relax and eat breakfast."

The team left the Danger-Room, and headed back to the Main Floor. They made themselves breakfasts, and ate in the Kitchen, talking about the battle. They barely even finished eating their breakfasts when the Professor spoke in their minds. "Hurry to the Young X-Men room in the basement! There's a crisis in the city, and you have to handle it!"

The team got up, and before they left the room, Peter looked longingly at his nearly-eaten breakfast. They ran to the elevator, when Sam intercepted them. "Going some where?" he asked them, smiling.

"Cool costumes." Sam said, looking at the ones the team was wearing. "Anywhere, where are you guys going?"  
>The team looked at each other nervously.<br>"Costume Contest." Peter blurted out.

"We've entered a Costume Contest." Julian said, smiling. "The contest is in the city. We're heading to the school buses."  
>"Ah." Sam said. "Well, I don't want to delay you from your contest." Sam moved, allowing the group to pass through.<p>

"Thanks, Sam." Peter said.

*X*

The team sat at the table in the Young X-Men room while the Professor briefed them. "A maniac in a Rhino suit is loose in Manhattan. He's causing mass property damage and attacking anyone he sees."  
>"If it's just some kook in a rhino costume, why can't the police handle him?" Julian asked.<p>

"You don't understand. The suit's very advanced, and bonded to his skin. It's increased his strength and agility, and it's made him practically invulnerable. And, there's a real horn on the head of the costume that he's been using to ram into things." The Professor said.

"When do we go to stop this guy?" Peter asked.

"Right now." The Professor answered.

"If we take one of the school buses, it will take us hours to get there." Peter said.

"We won't take the buses. We'll take the Blackbird." The Professor said.

"The Blackbird, what's a Blackbird?" Peter said.

"You'll see." The Professor said, smiling at Peter.


	11. The Rhino Situation

"Whoa." Peter said, upon seeing what the Blackbird was. The Blackbird was a jet-black airplane, in an underground hangar. "This…this is cool and all, but…" Peter looked up to the ceiling "How are we going to get it out of here?"  
>The others chuckled, as if it was a secret only they knew about. The Professor took out a small remote, and pressed a button. The part of the ceiling above the Blackbird began shifting, going underneath another part of the ceiling.<p>

Light poured into the hangar, and Peter looked up to see the sky. The door leading to the Blackbird opened up. Peter then noticed, behind the Blackbird, was another airplane that looked quite similar to the Blackbird, but silver.

"Enter the airplane." The Team obliged, and Peter still had a dumb-founded expression on his face. After Piotr, who was the last one, entered the plane, the door shut behind him.

Inside, the plane was rather small. It looked like it could only sit fourteen people, two pilots included. Peter sat down in a seat by a window, and Kitty sat next to him. Peter noticed outside the Plane, the Professor was fiddling with the remote.

"The Blackbird is set to auto-pilot. It will take you to the city, where the chaos is." Peter heard the Professor say, in Peter's mind. The Blackbird lifted up, through the gap in the ceiling.

"What if the X-Men need this plane?" Peter asked Kitty. She chuckled. "They have their own plane. They use the X-Jet. It's like this, only more advanced."

"Ah." Peter said. After the Blackbird was far above the ground, the ceiling of the underground hangar slid back, revealing the top of the ceiling was grass, near an area with trees. The Blackbird took off towards Manhattan, so fast that it made Peter nauseas when he looked out the window.

*X*

Within ten minutes, they were in Manhattan, near the site of the rampage. The Blackbird landed on a rooftop, and the team got out. Julian looked over the side of the building, down at the street. "Oh my god…"  
>Peter and the others went to look. There was rubble everywhere, destroyed cars, fires, and large sections of buildings were destroyed. And in the center of the chaos, was a large man in a dark, gray, rhino suit that covered his entire body. The only part of his actual body that was visible, was his face. The man had a beaten, scarred, rough-looking face that immediately told the team that this man had been in many fights, and managed to survive.<p>

The man lifted up a nearby wounded officer, and prepared to give the final blow when Peter jumped the ground, landing on his feet. "That was a fifty foot drop." Amara told Julian, amazed.

The Man in the Rhino suit looked at Peter, and dropped the officer. "Where'd you order you costume? Dumb Costumes Catalogue?" The man said, looking at Peter. He had a harsh, scratchy voice. The man towered over Peter.

"You're one to talk." Peter said, watching the Man in the Rhino suit, and the officer who was crawling away, carefully. "You couldn't get a costume that covered your whole body? I've seen corpses that look better then your face does."  
>The Man in the Rhino suit laughed. It wasn't the sort of laugh that happened after someone hears a funny joke; it was more like the laugh an insane killer unleashes. "You're really asking to be squashed, runt."<br>"I really doubt you'll get close enough to squash me, or my friends." Peter said, laughing back.

"Your mama must've dropped you too many times, runt. We're the only ones here, and my friend the Police Officer." The Man in the Rhino suit said, looking for the Officer. He was nowhere to be found.

*X*

"Clever." Amara said. "Peter distracted the Rhino until the Officer could crawl away." The team watched the situation carefully, waiting for the right time to go down.

*X*

"Ah jeez. My toy's gone." The Rhino said when he couldn't find the wounded officer. "I guess you'll to replace him." The Rhino picked up a car, and tossed it at Peter. If Peter was an average person, it would've hit him. The blow would've shattered every bone in his body, and he would've been in critical condition for months, assuming he survived.

But Peter wasn't an average person. When the thrown car was a mere yard away, Peter jumped ten feet in the air, above the car. The car crashed into the building behind him, and the Rhino looked a little annoyed.

The Rhino charged at Peter, tried to gore him with his horn. Peter sensed this was going to happen seconds before the thought came to the Rhino's mind to charge. Peter jumped once more, dodging the Rhino.

The Rhino stopped after realizing he didn't hit Peter. Peter landed behind the Rhino, feeling pleased with himself. That didn't last all too long, when the Rhino turned around and punched him so suddenly, Peter couldn't dodge it.

The blow sent Peter across the street, through the brick wall exterior of a pharmacy, and through another brick wall. Peter landed on another street, surrounded by bricks, with his entire body aching. Peter took off his mask, and took several deep breaths.

*X*

The team was immediately horrified when Peter was hit. "Peter!" Kitty screamed, and phased through the floors of the building. She stopped at the first floor, and ran past the car, and through the front door. She phased through the Rhino, through all the rubble, and ran through the ruins of the pharmacy to Peter.

"Please don't be dead, please don't be dead." Kitty said as she ran towards Peter. To her surprise, he wasn't dead, nor was he unconscious.

"Hey Kitty." Peter said. "Why are there three of you?"  
>"Oh no. He has brain damage." Kitty whispered to herself.<p>

Peter laughed. "My brain's fine. I was joking."

Kitty looked at him sternly.

"Don't made a joke like that again! You could've died! Then we would've had to gone to the trouble of finding another team member!" Kitty said.

"Nice to know you care. Mind helping me up?" Peter said.

"Alright." Kitty said, grabbing Peter's hand. She lifted him up to his feet, but he limped. Peter reached down, and grabbed his mask, and put it back on. His costume was shredded in several spots, and he had cuts and bruises all over his body. The most notable cut was on his shoulder, in an area where the costume was torn.

"That looks like it needs stitches." Kitty said, examining the cut.

"I'm fine. If you need me, I'm going to be fight the Rhino guy." Peter said.

"You're not fine!" Kitty argued. "You're in no shape to fight! You just got knocked through two brick walls!"  
>"I'm fine!" Peter argued, limping through the hole in the brick wall to the Pharmacy. His legs gave out, and he collapsed inside. Kitty entered the hole.<p>

"Ow." Peter said, but he struggled to get back up on his feet.

"You are the most stubborn boy I've ever met!" Kitty said angrily. "And to think I was _actually_ worried about you!" Kitty stormed out of the Pharmacy.

*X*

Piotr turned to steel form and jumped off the roof, landing near the Rhino. He punched the Rhino, his anger bolstering the punch, and the blow knocked Rhino a couple steps backwards. The Rhino punched Piotr, knocking him on the ground. Piotr got up, yelled a battle cry in Russian that the Rhino recognized, and charged at the Rhino. Piotr exploded into a flurry of punches.

*X*

Julian used his telekinesis to set Amara down on the street, and then he flew down. Julian flew over to Kitty as she walked across the street to the Rhino, and asked "How's Peter?"

"Fine." Kitty said, annoyed.

"Are you sure?" Julian said. "He got knocked through two bri-"  
>"He's fine." Kitty said bitterly. "Look, there he is now. The Spider-Man, in his prime." As she said this, Peter exited the pharmacy, using a wooden plank to support himself.<p>

Peter noticed Piotr fighting the Rhino, when suddenly; the Rhino grabbed Piotr and tossed him across the street.

"I'm going to have a lot of fun, killing all of you." The Rhino said, running towards Julian and Kitty, when Amara threw a fireball at the Rhino's head. The fireball hit its mark, and the Rhino turned around. The Rhino charged at her, when Julian flew onto the Rhino's back.  
>He wrapped his hands around the Rhino's face, and steered the Rhino through a wall. "You really thought you could throw one of my team mates through two walls, and expected to get away with it?" Julian said grimly.<p>

The Rhino cursed in Russian, managed to grab Julian, and tried to toss him onto the street. But Julian never hit the street, because he began flying, rammed into the Rhino. The blow knocked the Rhino a couple steps backwards, and Piotr got back up on his feet and rushed at the Rhino. He grabbed the Rhino, and threw him.  
>"I got it from now, comrade." Piotr said. Julian gave Piotr a thumb's up, and flew away.<p>

*X*

Peter sat down on a nearby piece of rubble to examine his wounds. Looking up, he witnessed as Piotr's melee battle with the Rhino raged on, while Amara threw fireballs at the Rhino, Kitty threw rocks, and Julian used his telekinesis to throw rubble at the him.

Peter looked away from the battle to continue examining his wounds. He was bruised and cut, and he suspected he had a concussion. That's when he heard a girl screaming. Peter looked up, and saw that the Rhino grabbed Amara.  
>"If any one of you attacks me again, I'll kill the girl!" Rhino said.<p>

Julian, Kitty, and Piotr took a couple steps back. Peter sighed, got off the rubble was sitting on, and swung a web from each hand at a different building. Taking a couple steps backwards, Peter sling-shotted himself at the Rhino. Peter kicked the Rhino, sending both of them tumbling to the ground.

In the confusion following, the Rhino dropped Amara. "You've hurt enough people today, Rhino." Peter yelled as he and the Rhino tumbled on the ground. "You've hurt enough innocent people today, and I'm going to make sure you hurt nobody else." Peter managed to lift up the Rhino, and he smashed him onto the ground, stunning the Rhino. Peter leapt on top of him, and unleashed a flurry of punches, each stronger then the next. Amara ran to the others, who watched as Peter laid blow after blow on the Rhino. Soon, Peter stopped when the Rhino fell unconscious.  
>Peter unleashed a flurry of webs, covering the Rhino's arms and legs, and sticking the Rhino to the ground. He heard police sirens, and using the last of his energy, climbed up the side of the building where the Blackbird was parked. Julian flew up, and then used his telekinesis to bring others up. Peter tried to board the Blackbird, but passed out before he could do so.<p>

*X*

"Did you see the news, boss?" Fedora said, running to the Kingpin. "It's Aleksei. The police nabbed him. Some mutant teens in funny costumes beat him up. At least, that's what the traffic cams saw. And the Spider Man, you know, the guy who took down Herman, was there as well."  
>"It doesn't matter." The Kingpin said, turning to look at Fedora. "Aleksei's rampage was a distraction, to prevent the police from catching on to the real crime: a deal down at the docks."<br>"I didn't know we had a drug trade going on, boss." Fedora said, surprised.

"We don't." Kingpin said. "Even I have standards. It was a weapons trade, Fedora. We got dozens of weapons, so now, all of our crime syndicate's members are now heavily armed. Soon, we'll control all of the crime in the city, even the small gangs like the Yancy Street Gang. And then, we'll begin controlling crime outside of the city, until all of the crime in America is controlled by us."  
>"That's very ambitious, boss." Fedora said. "But what if the Spider-Man and his friends stop you?"<br>"We will stop them before it comes to that." Kingpin said. "If this Spider-Man continues to be a problem, I'll hire someone to kill him."


	12. Of Injuries and Dreams

When Peter regain consciousness he was in a soft bed in a small white room, with his left leg in a cast, on top of a box. The rest of his team stood in front of him, but they were blurry. Everything was blurry to him, at this moment. Every part of his body ached, and he heard a faint ringing sound. He was in his costume, at least, what was left of it, and his mask was MIA.

"He's coming to." Piotr said, noticing Peter opening his eyes.

"It's about time. He's been passed out for hours." Amara said.

"Hey Spider, are you feeling?" Julian asked Peter.

"Good." Peter said, cracking a smile. "That is, if good means that your entire body is in tremendous pain. Where am I? A hospital?"

"Nope. You're in a Med-Bay in the basement of the school." Kitty said. "The Professor had one of his friends, Hank McCoy, examine you when you arrived. He said you had a concussion, a couple cracked ribs, and a fractured kneecap. He also had to put stitches on three cuts."  
>"I was wondering why my leg was propped up on some pillows." Peter said, attempting to sit up in the bed. "Where's my mask?"<p>

"In the trash." Julian said, grimly. "One of the lenses was gone, the entire top of the mask was gone, and the back was being held together by one piece of string."

"Darn." Peter said.

"And your costume at this point…it's just a few rags held together by string." Julian said.

"I've noticed." Peter said. He grabbed the sheets of the bed, and began using it as a blanket.

"The Rhino's in custody." Kitty said with optimism in her voice. "The police put him in a special jail cell that negates the special powers the rhino suit gave him."  
>"Good." Peter said. "It's nice to know that maniac is behind bars."<p>

"I heard the doc tell the Professor that you must be the most stubborn person on the planet, getting up again and believing you're fine." Amara said. "He also said you'll be fully healed in about a month. Until then, he said you'll be walking with a limp, and you can't carry anything heavy because it might cause problems for the stitches on your shoulder"

"Three stitches from one battle." Peter mused, "A battle where I was only hit once."  
>"You're lucky you didn't get hit again." Kitty said, "Another blow might've finished you off. Not many people get hit through two brick walls and survive. Heck, not many people get knocked through one brick wall and survive."<p>

"I had to admit; today was fun, fighting the duplicates in the Danger Room and the Rhino." Peter said. "I can't wait until the next mission."  
>"I don't know if you should be going on any missions, Spider." Julian said. "At least, until you're healed."<p>

"He has a point, you know." Kitty said. "The last thing we need is to another team-mate getting killed in action."

"Nice to know the two of you care." Peter said. That night, Peter slept in the Med-Bay.

*X*

Peter dreamed…

"Make your choice!" the man in the Goblin Suit yelled at Peter. He flew on a glider, fifty feet above the ground. "Either way, someone dies!"

On one skyscraper was Kitty, some sort of metal collar around her neck. A rope was attached to the collar, and the rope was attached to the skyscraper. If she phased through the collar, Peter realized, she would still fall the ground.

On another skyscraper was…Peter? No, Peter realized, it wasn't him. The look-alike had blonde hair. He had a collar on that looked similar to Kitty's, and was in a similar predicament.

"Which one will you choose to save? Your girlfriend, or your brother?" the Goblin said, yelling. He laughed a horrible laugh. "Save one, and the other will still die! The collars, they can shock the wearer with over 100,000 volts! The person you didn't save will fry, and then fall to the ground! All it takes to save the person you want is to press a button on their shock collar!"  
>"You'll pay for this, Goblin." Peter yelled. "Someday, you'll have your day in…Hell." Peter fired a web at the skyscraper where Ben, the boy who looked like Peter, was hanging. He began climbing up the skyscraper to him...<p>

And then the dream changed.

He was on a rooftop, and it was midnight. Standing in front of him was a girl with eyes greener then emeralds and long black hair. In each hand she held two knives. No, they weren't knives, Peter thought. They were claws, coming out of her hands. And, he knew the girl. He knew her in a time that seemed long ago, a time before he went to Xavier's. "Hello Peter. It's a shame we have to meet again under such terms." The girl said. For some reason, Peter couldn't remember her name. Lara, wasn't it? No, Peter realized. It was Laura.

*X*

Peter was awoken by Julian. "Spider! Wake up! School's starting in five minutes! The Professor sent me to tell you! Vacation's over!" Peter got up, and limped out of the room. The two of them hurried to the elevator, and went up to the first floor. "I need my normal clothes!" Peter said. "The tatters of my costume won't cut it!"  
>"Fine! Just hurry up! The History classroom is near the-" Julian said<p>

"I know where." Peter said. He rushed back to his bedroom, put on normal clothes, and ran to the History classroom.


	13. Training 2: Retrained

After the seven hours of school were over, Peter was on the way to the rec-room that was located near his bedroom when Sam intercepted him, holding an envelope in his hand. "This is for you, Pete. It just arrived."

"Thanks, Sam." Peter said, opening the envelope. He took out the letter, and began reading:

_Dear Peter,_

_Thank you for your previous letter. A few hours before the Costume Contest was supposed to begin, I got a call from them saying that they changed the time it began. I would've called you, but you don't have a cell phone, and I don't know the phone number of your school. The picture your friend drew is fantastic looking. I've hanged it up in the living room._

_Miss Watson has gotten a new couch, and decided to give her old one to me. The problem is, I have to take out my couch to put the gifted one in (The gifted one looks very good, brand new in fact), and then bring the new couch in. Until then however, the gifted couch is just taking up dust in front of our house.  
>I was wondering if this weekend, you could come over and take the old couch out and put the new couch in. I don't have enough money, unfortunately, to hire people to move the couches.<em>

_If you help me out, and bring the gifted couch in, I'll give you ¼ of the money I'll earn from selling the old couch._

_Love, Aunt May_

_PS: Tell your friends I said hello!_

Peter shut the letter. "What does it say?" Sam asked, curiously.

"My Aunt wants to know if I can help her move furniture." Peter said. "Soon, I'll ask the Professor if it's okay if I swing over there on the weekend to help out."

"Why can't she hire someone to do it?" Sam asked  
>"She doesn't have a lot of money." Peter said. "She's trying to find a job somewhere, but nobody's interested in hiring her."<br>"That's rough." Sam said.

"When my Uncle Ben was alive, things were better." Peter said. By now, the two had begun walking to the rec-room.

"Why are you limping?" Sam asked.

"Huh?" Peter said.

"You're limping." Sam said.  
>"Oh yeah. I whacked my knee…on the wall, very hard. I was reading a book, as I was walking." Peter lied.<p>

"Hi Sam." A girl with blonde hair pulled back in a pony-tail said, walking past the two.

"Who was that?" Peter asked Sam, as they entered the rec-room.

"My sister, Paige." Sam said, sitting down on the couch.

"I didn't know you had a sister." Peter said, also sitting down.

"Not just one sister." Sam said. "I have five other sisters and three brothers. They're all mutants."  
>"Whoa." Peter said. "How do you have the money to get them all birthday gifts?"<br>"It's a little thing I like to call a 99 cents store." Sam said, grinning wryly.

"Genius." Peter said, turning on the television.

"Training begins in ten minutes" the Professor suddenly said, in Peter's mind.  
>"I can't ever catch a break." Peter whispered to himself.<p>

"What'd you say?" Sam asked Peter.

"I forgot something." Peter said. "Something I had to do. I'll be back, soon." Peter ran out of the room, glad Sam didn't stop him to ask what it was. He dashed to the elevator, to find Piotr boarding it. Peter quickly jumped in before the doors shut.

The elevator went down, to the basement. Peter and Piotr exited it; and walked to the Danger Room.

"I wonder what training exercise the Professor will make us do." Peter told Piotr.

"Hopefully comrade, it will be the training exercise with the duplicates again." Piotr said.

*X*

It wasn't the duplicates. The training exercise involved the team in a simulated warehouse, being attacked by large groups of foes. After beating the latest wave of the enemies (who, in this exercise, consisted of a mixture of the robots from before, mixed with humans in black, full-body, armor shooting sleeping darts), the team rested for a moment in the center of the warehouse. Most of the windows were smashed, the shattered remains of crates were everywhere, and the monotone voice stated that more enemies will come in ten seconds.

In secret, Julian told Piotr to "watch out for Spider, protect him. He's injured already, and the last thing we need is for his stitches to pop out or worsen his injuries".

As Piotr soon found out, Peter didn't need any protection. Whenever he spotted an enemy, he began a whirling, taunting, fist-flinging whirlwind until that enemy was down.  
>The whirlwind named Peter was currently sitting down on a crate, catching his breath. "Wave 5 beginning…now." The monotone voice said.<p>

Robots poured in from the windows, humans with dart-guns poured in through the entrance, and the team began fighting off the foes. Peter, whistling a merry tune, jumped into a group of robots, and fought his way out of it, only to re-enter it and do the process once more. Piotr rushed into the crowd as well, acting under Julian's orders, and smashed the robots into oblivion. Peter tackled a robot who was about to hit Kitty, who was wielding a wooden plank and fighting off a couple robots, from the behind.

Peter, laughing, lifted up a box and threw it at a robot. The robot was sent flying into a wall, and fell to the floor, deactivated. The last human fired a sleeping dart, hitting Peter in the shoulder. Things began blurring, and Peter began becoming dizzy, until Peter ripped the dart out of his shoulder. Things soon went back to normal, and before Peter could attack the foe, Kitty knocked the villain out.

"Wave 5…over. Boss Wave beginning in twenty seconds." The monotone voice said.

"I wonder who we'll be fighting." Peter said. "Maybe it'll be that big robot from the first exercise we ever did."  
>"I don't think so." Amara said. "I think it'll be a Duplicate."<p>

Peter laughed. "I'm up for fighting my duplicate any day."  
>"I second that." Julian said, getting off the crate he was sitting on. "I would really enjoy throwing Peter's duplicate through a wall or two."<p>

Peter turned to look at Julian to make a sarcastic comment, but right when he opened his mouth, the monotone voice said "Boss round starting, now."  
>The ground began shaking, and Peter looked uneasily at the others. He took a few steps back from the entrance, and then jumped behind a crate. He peered over the crate, when the entrance was smashed through by the Rhino, or at least, a Danger Room version of him.<p>

"Runts! Come here, so I can squash you!" Holo-Rhino said. The Holo-Rhino sounded like the real thing.

"Whatever you do, don't let him hit you! I learned that the hard way!" Peter yelled to the others. "Yo, horn-head, your mother's literally a hippo!"

"Punk!" the Holo-Rhino said, running to where Peter was. Peter jumped over Holo-Rhino, and fired a web at the Rhino's head. And without letting go of the first web, he fired more, a lot more. By the time Peter landed behind the Holo-Rhino, he had twelve web-lines on the Holo-Rhino. Peter pulled back on the webs, knocking the Holo-Rhino down.

A barrage of crates, punches from Piotr in his-steel form, fireballs, and the wooden plank Kitty was holding hit the Holo-Rhino. The Holo-Rhino got unsteadily got back up. "Is that you think will take to beat me?" the hologram said. "I'm the Rhino! I've smashed through buildings, torn cars in half, I've fought-"

The Holo-Rhino never finished his speech, because Peter lifted up a large crate and smashed it over Holo-Rhino's head. The foe fell to the ground, unconscious. "That was quick." Peter said. "And here I was, thinking the danger-room version of this guy was a threat."

"Training Exercise over in three…two…one." The monotone voice said. At one, the warehouse reverted back to the danger room, the robots and KOed humans vanished, and the Rhino disappeared; replaced with steel walls and floors.

"That will be it, for today." The Professor said, through the loud-speakers. The team left the Danger Room, and headed back up the stairs leading to the basement. While the rest of the team headed to the elevator leading to the first floor, Peter asked the Professor if he could go to his Aunt's house on the weekend.

"Of course." The Professor said. "As long as you get back before Monday morning, it'll be fine. Family does matter, after all."

Peter thanked him, and quickly ran to the elevator in the hopes of catching up with the others_._


	14. The Assassin

The week was extremely boring, but then, on Friday, excitement came. Some heavily-armed thugs and the Shocker, who had been broken out of jail on Wednesday had tried to rob the city's largest bank, but the Young X-Men stopped them. When the thugs were questioned, they said they were working for the Kingpin.

*X*

"Is it time to hire an assassin, boss?" Fedora asked the Kingpin, nervously.

"Yes, dear Fedora, it is time." The Kingpin said, looking out his window on the city, a city that if all went according to plan, would be his.

"I'll go call Bullseye" Fedora said, prepared to leave the room.

"I already hired Bullseye to deal with another pest in Hell's Kitchen." The Kingpin said. "Another costumed pest who calls himself Daredevil, the Man without Fear. I suspect he is really courageous, or surprisingly moronic."

"Then who should I hire, boss?" Fedora asked nervously.  
>"I have faith you'll find an adequate assassin." Kingpin said.<p>

"Yes, sir." Fedora said, leaving the room.

*X*

An hour passed before Fedora re-entered the room.

"Have you found an assassin?" Kingpin asked, looking up from the large tome he was reading.

"Yes sir." Fedora said. "I called some of my contacts, and found a reasonable assassin, guaranteed to kill the Spider-Man.  
>"What can he do?" the Kingpin asked.<br>"She's a mutant, going by the codename X-23. She has two retractable claws on each hand, a healing factor, a retractable claw on each foot, training in numerous martial arts, and she is a trained acrobat." Fedora said. "And she's an expert tracker."

"How much will it cost to hire her?" The Kingpin asked.

"It's not cheap, boss. Not cheap at all." Fedora said, nervously.

"How much?" Kingpin said, annoyed.

"Anywhere from a million to five million." Fedora said.

"We can easily afford that." Kingpin said, chuckling. "How can we contact her?"  
>"There's a man named Revolver, who lives in a motel. You have to knock on the door, and when he asks who it is, you have to say 'The shadows cover me, for I am the shadows'." Fedora said. "He lets you in, and then you tell him who you need to…disappear. Then, he'll call in X-23 who will come visit you. She'll tell you how much it costs to get the person eliminated, and, assuming you can afford it, she'll go after him."<br>"Excellent." Kingpin said. "Go pay a visit to Revolver, Fedora." Kingpin said.

Fedora left the room.

*X* 

Two hours passed before Fedora returned. "The deed is done, boss. Revolver said X-23 will arrive tomorrow. By any luck, the Spider-Man will be dead on Saturday night."

*X*

_Saturday_

Peter left the school early in the morning, after eating a bowl of cereal. On his back was a backpack Sam loaned him, which Peter stuffed his spider-costume into. By eleven AM, Peter was at his Aunt May's house. By one PM, the new couch was in, and the old couch was sold to one of Aunt May's neighbors.  
>Because of his aunt's insistence, Peter spent the entire day at the house, telling his Aunt May about life at the school. He was careful to not mention the Young X-Men, the last thing his Aunt needed was to be worried about the missions he went on, and when she asked about his limp, he made up a story about him banging his knee against a wall. At seven, he said goodbye to his Aunt, and began heading back to the academy.<p>

*X*

Fedora entered the Kingpin's office, and he wasn't alone. Alongside him was a girl with black hair and emerald green eyes, wearing a black bodysuit with X-23 written on it's chest, in big, white letters.

"The assassin, I presume?" Kingpin asked Fedora, setting his large book down on the table.

"Yes sir." Fedora answered.  
>"Do you have an item with the Spider-Man's scent on it?" X-23 said. "If I have his scent, tracking him down will be very easy."<p>

"Yes." Kingpin said, taking out an item from a small box. It appeared to be a red rag with a spider-web pattern. "A piece of his costume that was torn off during a battle yesterday." Kingpin set the rag down on the desk, and X-23 picked it up. She sniffed the rag several times before getting a surprised look on her face.

"What is it?" Kingpin asked.

"I've encountered this scent before." X-23 said. "I'll be able to find the…Spider-Man…very quickly."

"How much will it cost?" the Kingpin asked.

X-23 thought for a moment. "Two million." X-23 then exited the room.

*X*

Peter stopped to rest on a tall building. The building had a small brick room on top of it, with a elevator. Peter leaned on the exterior of the brick room, and he closed his eyes for a moment.

When he opened them once more, a girl stood in front of him. She had long, black hair, and eyes as green as an emerald. She wore a black bodysuit with X-23 written on its chest, in big, white letters. Peter immediately sensed danger.

"Hello Peter." The girl said.

"Laura? Is that you?" Peter asked.  
>"Yes. It's a shame we have to meet under these circumstances." X-23 said.<p>

"What circumstances?" Peter asked, taking a couple steps away from the exterior of the brick room.

Two claws popped out of each of X-23's hands. Peter took a few more steps backwards. "The Kingpin has hired me to kill you." X-23 said.

"Ah." Peter said. "Well…I have to get going now. Maybe you can kill me another time." Peter dived off the rooftop, firing a web at another building. He can began swinging, heading back towards the school. A year ago, he saw what Laura…X-23 could do, and it wasn't pretty.

X-23 sighed, and began jumping across the rooftops, determined to complete her job as soon as possible.


	15. Rooftop Battle

"_I got to get to the academy; I got to get to the academy."_ Peter thought to himself. _"Then the others, they can help me fight her."_ As he swung above the streets of Manhattan, trying to get back to the academy, he looked at a building to his right. She was there, following him, running across the rooftops.  
>"<em>No!"<em> Peter thought, _"If I go to the academy, innocents will be in danger." _Peter looked to another building to his right, and she was still there, chasing him. _"I have to stay and fight."_

Then, a little nagging voice in his head said, _You can't win. You tried a year ago, and the only reason you survived was because she fled when the cops came._

Peter sighed, and he jumped off the new web-line he was swinging on. He landed with a thud on top of a nearby rooftop. He took the backpack he wore off, and took his mask and costume out from it.

"Thank god the Professor made me a new costume yesterday", Peter thought to himself. He quickly put his costume on over his clothes, and then he put on his mask. And then he heard a thumping sound, and turned around to see X-23 was on the other side of the building.

"I'm grateful you've decided to stop running." X-23 said coldly. "It makes my job a lot easier, Parker."  
>Peter began watching X-23 carefully. "You have to have some sort of vendetta against me and my family, right?"<br>"What?" X-23 said, and she charged at him, ready to stab him with her claws.

Peter jumped over her, and landed a few feet behind her. He fired a web at her, and it hit her back "First, you're hired to whack my Uncle Ben a year and a half ago, because he started speaking about mutant rights; and the Friends of Humanity didn't like that. And then, after I fought you in an attempt to protect him, you decided to spare my Uncle, and at the same time, me."

Peter pulled on the web-line, and X-23 flew backwards. As she passed by Peter, she slashed his arm with her claws.

Peter winced, and let go of the web-line. "That job was strictly business." X-23 said. Peter turned around to look at her.

"And then, a year ago, you show up at my Aunt and Uncle's house, with a suitcase." Peter said, as X-23 lunged at him. He dodged her first attack, and before she could launch a second, he fired a barrage of webs at her legs. The webs hit, and her legs became stuck together. She began trying to cut the webs off with her claws, but her claws ended up getting stuck in the webs.

"You said you weren't working as an assassin anymore. You said you wanted a second chance at life, and didn't have a family or home." Peter said. X-23 managed to cut the webs off of her legs, and she did a leg-sweeping motion that knocked Peter to the floor. She leapt on top of him, and tried to cut his throat with her claws.

Peter grabbed her hands, and began trying to force her off of him. "My uncle forgave you, and let you live with us."  
>Peter forced X-23 off of him, and leapt back up on his feet. "And for two weeks, we honestly believed you were a good person. Maybe somewhere, deep down in that twisted soul of yours, you are."<p>

X-23 attempted to stab him in the gut, but Peter narrowly dodged it. He pushed her, hard, and she was sent flying across the rooftop. His Uncle and Aunt taught him to never a hit a girl, and he was doing his best in this battle to avoid breaking that teaching. "And then, as soon as we begin trusting you, you reveal you're STILL an assassin, and you were hired to kill my Uncle, again, by an anti-mutant millionaire. You attacked my Uncle Ben, I tried to stop you, you had advanced training, I barely survived, and you fled once the cops showed. I still have the scars."

X-23 got back up, and looked at Peter with an expression of immense sorrow. "I was just doing my job, Parker."

"You're insane." Peter said. She sheathed her claws, and began walking towards Peter. Peter didn't sense any danger, at least, at this moment. She stood in front of him. Suddenly, she leaned in, and kissed Peter. The kiss went on for several seconds. Suddenly, Peter heard a snikt sound. By then, it was too late. Peter felt an immense pain in his side, and looked down to see that X-23 had stabbed him. He stumbled backwards, near the edge of the roof. Darkness clouded his vision.

X-23 kicked him, and he fell off the rooftop. The last thing he heard before passing out was X-23 saying "Goodbye, Parker" sadly.

Peter wasn't even awake when he fell into the open trash container.

*X*

X-23 walked into the Kingpin's office. "The Spider-Man is dead." She said.

"Excellent work." The Kingpin said. He started pulling out a large bag of money from beneath his desk. He tossed the bag to X-23, and she caught it.

*X*

Peter was awoken by the sound of a man saying "Kid! Kid! Are you alright?"  
>Peter opened his eyes, to see a police officer was standing over him. "Where am I?" Peter asked.<p>

"You're in an alley, in Manhattan." The officer said. "A man went to throw away some trash, and found you in this trash container. He called 911, and I came. I took you out of the container."

Peter got up on his feet, and felt an immense pain in his side.

"If you don't mind me asking, why are you in a costume?" the officer asked.

"I went to a costume party." Peter lied. "And then, on my way home, I was mugged."  
>"Kid, you really should get those two cuts in your side looked at. It seems whoever mugged you, stabbed you twice." The officer said.<p>

"I'll go to a doctor later." Peter said. "I have to get home."

"Whatever you say, kid." The officer said, sighing. "You really should come down to a station, and give us a report on what happened."  
>"Can I tell you something, officer?" Peter said.<br>"Sure, kid." The Officer replied.  
>"I was mugged by a mutant girl, a little older then me." Peter said.<p>

"Would you recognize the mugger if you saw her again?" the Officer asked.

"No." Peter lied. "It was too dark. The only reason I knew she was a girl was because of her voice."

"Alright, kid. You can go now." The Officer said.

Peter left the alley, and walked down the street. He turned a corner, looked around to see if anyone was looking, and began web-swinging.

*X*

Within three hours, he was at the academy. He leapt over the gates, took off his mask, and knocked on the front door. Julian opened it.

"You look like heck." Julian said.  
>"And I feel like it." Peter said. It was true, his side hurt him immensely.<p>

Peter stumbled past Julian, and sat down on an armchair. "What happened, Spider?" Julian asked, turning to look at him.

"I once read a book where the main character said that because people hired assassins to kill him, he knew he was doing well." Peter said. "I now know what he meant, because of my experiences from yesterday."  
>"What happened?" Julian repeated.<p>

"The Kingpin hired an assassin after me." Peter said. He told Julian all about X-23, and the two times she was hired to kill his uncle.

"You're lucky you lived." Julian said.

"Yup." Peter said, wearily. "The old Parker luck is still holding out."

"That cut needs stitches, Peter." Julian said.

"You're right." Peter said. "You're right."

"Doctor McCoy is still in town." Julian said. "I'll go call him."


	16. The End of Book 1

After speaking to the doctor for a minute on the phone, Julian hung up "He'll be here in about thirty minutes, assuming he doesn't get caught in traffic."

"Good." Peter said, looking down at his wound. "It's bleeding again."

"I'll go get you a washcloth or something. Stay here!" Julian said, leaving the room. Peter heard footsteps moments later.

"Back already?" Peter asked, assuming it was Julian.  
>"I was never here to begin with, comrade." Piotr said as he strode into the room. "We heard you and Julian talking, and thought it would be nice to say hello."<br>Behind Piotr walked in Amara and Kitty.

"Hello, Peter." Kitty said.

"Hello, Kitty. Hello Amara." Peter said. "I'd get up, but I'd probably get blood on the carpet."

"What?" Piotr asked.

"It's a long, painful story, ending with me falling off a building into a dumpster." Peter said. "Good thing is, I think the assassin believes I'm dead."

"Are you alright?" Kitty asked.

"Aside from the two, deep, cuts in my side, I'm perfect." Peter said, smiling.

"What happened?" Amara asked.

Peter told them what happened before involving the assassin X-23, and what happened on Saturday.

"Huh." Kitty said.  
>"What is it?" Peter asked.<p>

"I know someone with powers like her, one of X-Men. He's gone right now, on a trip to Japan." Kitty said.

"Maybe someone should get them together sometime." Peter said.

"I'm back." Julian said, carrying a red towel with him. "Hello, guys."

Peter grabbed it from him, and put it over his wound. "In the past week, I've fought men with rhino suits, an assassin, heavily-armed bank robbers, and some guy with shockwave gloves. I've been punched, thrown, sent through numerous brick walls, shot at, and stabbed." He mused.

"Does that mean you want to quit the team?" Julian asked.

"Nope. The best is yet to come; this is only the beginning." Peter said.

"During your fall; did you hit your head on something?" Kitty asked.

"Probably." Peter said. "I passed out before I hit the dumpster."

*X*

After thirty minutes, as promised, McCoy arrived. To Peter's surprise, McCoy was covered with blue fur.

"Hello." McCoy said, as he entered the academy. "Follow me, Peter." McCoy said.

"Yes, sir." Peter said, getting off the chair.

The two of them headed to the doctor's office on the main floor. "So, Peter, Julian told me you had two deep cuts on your side. How'd you get them?"  
>"I fought an assassin with two claws on each hand. I ended up losing the battle, she stabbed me in the side, I fell off a building into a dumpster, then we all had a big laugh about it." Peter said.<p>

"Ah." The doctor said. "Why was an assassin after you?" The doctor gave Peter two numbing shots near the wounds.

"I made the Kingpin mad by stopping some of his goons…more then once." Peter said. McCoy began putting stitches on Peter's wounds.

"Funny. I always thought the Kingpin was a myth." McCoy said.

"Me too." Peter replied.

"Alright Peter, you can go now." The Doctor said. "Just be more careful"

"Okay. Bye, Doctor McCoy." Peter said, opening the door. He left the doctor's office to find the others were sitting outside it, including Sam.

"The doc gave me a couple stitches." Peter said.

"What happened?" Sam asked. "All the others told me were that you got cut."  
>"I was mugged." Peter lied. "As I was coming home from helping my aunt and going to a costume contest, I heard someone yelling for help in an alley. Being the good samitarian I am, I ran in there, only to find these three big dudes and this one little one with a knife. They attacked me, I fought the big guys, and in the process, the short Mugger stabbed me in the side, twice. He then threw me in a dumpster as I passed out."<p>

"Jeez. Did you tell the cops?" Sam asked.

"Yeah. I was woken up by one." Peter said. "Come on, let's go to the rec room."

Peter began walking away, and the others began following him. They arrived to find Eddie Brock sitting on the couch, watching the television.

"What's with the get-up?" Brock said, eyeing Peter's costume.

"It's a long, painful, story involving muggers, a stabbing, and a costume party." Peter lied.

"Hello, Kitty." Brock said. He turned back to watch the television.

"Hello, Brock." Kitty said, an angry tone in her voice. "Let's go! I can't stand to be in the same room as him!" she whispered to Peter.

"Why?" Peter whispered back.

"Because we used to date." Brock said. "Why is it Kitty, you always forget I have selective hearing?"

"I'll be back in a minute." Peter said. "I got to change my clothes."

"And I have a headache, I should go lay down." Kitty said, following Peter as he left the room.

After a moment, as they left earshot, Kitty said "I can't believe I ever dated him. He's so arrogant, so sure of himself!"  
>Peter felt himself nodding in agreement. It seemed like the right thing to do. "How's your headache?"<br>"I never had one." Kitty said. "I lied."  
>"Ah." Peter said. "Well, I really do have to change my clothes."<p>

Peter entered his bedroom, took off his costume, and put on jeans and a red shirt. He left it, and told Kitty "The others are still in the rec room. Let's go see them."

"I already said it before! I don't want to be in the same room as Brock!" Kitty said.

Peter sighed. He was really hoping that at the academy, there wouldn't be any drama like this.

"We could go on a wall on the grounds." Peter said. "I'll go ask the others to come."

*X*

Due to the fact that upon returning to the rec-room, the others were gone (Piotr left to finish his drawing, Sam left to go see how his little brothers and sisters were doing, Amara went to go eat, and Julian went to practice in the Danger Room), only Kitty and Peter went on the walk.

He had to admit, it was pretty relaxing. He'd only been at the academy for a few day, and he was thoroughly enjoying it. He'd already gone on several adventures, and couldn't wait to go on more. He had a feeling that the best was yet to come.

*X*

Norman Osborn, rich millionaire and owner of Oscorp, walked around the laboratory of the head scientist, Thomas Greenland.

"How's the Oz Serum coming around, Thomas?" Norman asked.

"Quite well, Mr. Osborn." Thomas said. "It's nearly complete.

"That's very good." Norman said, "This was our first government job. The Army wants a serum to increase the strength, stamina, and agility of our soldiers. They want a serum that replicates the legendary Super Soldier Formula that created Captain America during World War 2."

"I estimate the Oz Serum will be finishing by tomorrow." Thomas said.

"And when it's done," Norman said "The world will be changed, forever."

TO BE CONTINUED…

IN BOOK 2!


End file.
